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Committees
Activities in 2016
Priorities for 2017
Risk management,
compliance and
corporate governance
committee
NP Mageza (chairman)
KP Kalyan
S Kheradpir
MLD Marole
SP Miller (appointed
4 August 2016)
MJN Njeke (resigned
25 May 2016)
JHN Strydom (resigned
25 May 2016)
•
Identified, considered and monitored risks impacting the
Company.
•
Ensured due process for compliance with prevailing
legislation and other statutory requirements, including
voluntary corporate governance frameworks is followed.
•
Continued to monitor the management of new and
emerging risks. The committee was also involved in
monitoring the corporate governance framework,
including regulatory and listings requirements and
business practices, with the objective of maintaining
and strengthening risk management in the organisation.
•
Reviewed the Group’s business continuity strategy
and processes.
•
Reviewed the Group’s insurance programme.
•
Participated in the risk mitigation process by reviewing
the Company’s risk appetite and risk tolerance
thresholds.
•
Ensured greater focus on IT governance and
cyber security.
•
Continue to monitor MTN’s regulatory
compliance.
•
Continue to focus on IT security.
•
Enhance business continuity at MTN.
•
Monitor the risk management and
internal control systems.
•
Review the combined assurance
model.
Social and ethics
committee
KP Kalyan (chairman)
NP Mageza
MLD Marole
J van Rooyen
•
Performed an oversight and monitoring role in
partnership with other committees to ensure that MTN
is a good corporate citizen and that MTN business is
conducted in an ethical and properly governed manner.
•
Performed an oversight role over the implementation
of the ethics management programme.
•
Took responsibility for the sustainability framework and
sustainability reporting for the MTN Group.
•
Placed greater focus on monitoring the MTN Foundations
and other CSI initiatives.
•
Performed an oversight and monitoring role over the
rollout of the stakeholder management plan.
•
Implement ethics risk mitigating
interventions and measure impact.
•
Continue to emphasise empowerment
of employees towards ethical
conduct, using differentiated means
to reach and engage all staff.
•
Further certification of ethics officers
to ensure a sound knowledge and
practice base for ethics management,
as our ethics challenges become
more pronounced.
•
Facilitate easy and immediate
access to policy-based guidance
in ethically challenging situations for
all employees.
•
Implement ethics risk mitigation
impact measurements across
the Group.
•
Participate in the Coalition for
Ethical Operations to promote
ethical business.
Meetings attendance register 2016
Names
Scheduled
board
Special
board
Audit
Nomina-
tions
Remco
Risk
Social
and
ethics
(7)
(14)
(4)
(5)
(5)
(4)
(4)
PF Nhleko
&
7
12
4
5
5
PB Hanratty^
3
6
1
A Harper
7
13
5
5
KP Kalyan
7
14
4
4
S Kheradpir
6
5
1
NP Mageza
7
12
4
4
4
SP Miller^
3
5
1
MLD Marole
7
14
4
4
AT Mikati
7
14
1
5
5
MJN Njeke
†
3
4
2
2
NL Sowazi^
2
5
1
2
KC Ramon
7
13
4
JHN Strydom
†
3
5
3
2
2
AF van Biljon
7
14
5
J van Rooyen
7
12
4
5
3
BD Goshen~
@
5
6
1
2
0
^ Appointed 1 August 2016.
†
Resigned 25 May 2016.
~ Resigned 30 September 2016.
@
By invitation to committee meetings.
&
By invitation to audit committee.
New directors joined the board on 1 August 2016, and were appointed to committees on 4 August 2016.
MTN Group Limited
Integrated Report 2016
59
GOVERNANCE,
PEOPLE AND
REMUNERATION